MFS Living And Leisure NZ’s Takeover Offer

MFS LIVING AND LEISURE GROUP
COMPRISING:

MFS Living and Leisure Trust

Major Shareholders In Tourism Holdings Limited
Intend Accepting MFS Living And Leisure NZ’s Takeover Offer

Both Sterling Grace (19.93%) and AllianceBernstein (8.61%) intend to accept the offer

Cornerstone Tourism Holdings (THL) shareholding group members, Sterling Grace and associates, each intend accepting MFS Living and Leisure NZ’s (MPY NZ) takeover offer.

Drake Associates LP, Sterling Grace Capital Management LP, Sterling Grace International LLC, Aviations Services LP, Cabin Interiors LP, Field Nominees Limited and Mr J S Grace, all shareholders in THL, have advised MPY NZ that they will accept MPY NZ's takeover offer for THL’s shares in respect of all shares that they each hold. These shareholders hold an aggregate shareholding in THL of 19.93% of the ordinary shares.

Asset management firm AllianceBernstein, which has an 8.61% holding, has also advised it will accept MPY NZ’s takeover of THL on behalf of several institutional clients including AXA Asia Pacific.

The acceptance forms are expected to be received as soon as possible and in any event prior to the offer close date.

MPY NZ announced yesterday (Monday 16 July) that shareholder, Accident Compensation Corporation, which holds 4.62% of shares, had also accepted MPY NZ’s offer.

The intended acceptances by Sterling Grace and AllianceBernstein, together with ACC’s acceptance, is expected to encourage other shareholders to follow suit.

The offer closes this Saturday, 21 July. Neither the offer price nor the date will be extended.

“The decisions by Sterling Grace, AllianceBernstein and ACC are very clear signals that the offer price is a very good one and that shareholders should accept,” Mr Vann said.

Mr Vann said shareholders should return their acceptance forms today, to ensure they do not miss the Saturday deadline.

THL’s shares have not traded above the NZ$2.80 offer price for seven years.

“More than 1,700 THL shareholders have already accepted our offer. However, we need enough acceptances to take us to 90 per cent by this Saturday to ensure the offer is successful,” Mr Vann said.

THL has declared a 6 cents per share fully imputed dividend to be paid to THL shareholders with a record date of 20 July 2007 and payment on 25 July 2007.

THL’s independent directors have described the offer as the “most value-creating option available to shareholders” and have unanimously recommended that shareholders accept MPY NZ’s offer.

If successful, MPY NZ will retain THL’s management and staff and invest in the further development of some of New Zealand’s iconic leisure attractions.

“The recent listing of MPY NZ on the New Zealand Stock Exchange represents our company’s long term commitment to participating in and growing the country’s tourism and leisure sector,” Mr Vann said.

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